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L3Harris Technologies announcesresults of exchange offers and consent solicitations.

M2 EQUITYBITES-July 9, 2019-L3Harris Technologies announcesresults of exchange offers and consent solicitations


L3Harris Technologies, Inc. (NYSE:LHX) has announced the final results of the previously announced offers to exchange (the "Exchange Offers") any and all outstanding notes issued by L3 Technologies, Inc. ("L3") for (1) up to USD 3,350,000,000 aggregate principal amount of new notes issued by L3Harris (the "New L3Harris Notes") and (2) cash, and related consent solicitations (the "Consent Solicitations") to adopt certain amendments to each of the indentures governing the Existing L3 Notes, the company said.

The Exchange Offers and Consent Solicitations expired at 12:01 a.m., New York City time, on July 1, 2019 (the "Expiration Date").

The Exchange Offers and Consent Solicitations were made in connection with the all-stock merger between Harris Corporation and L3, which was completed on June 29, 2019 and established L3Harris, and pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 30, 2019 (the "Offering Memorandum and Consent Solicitation Statement").

In addition, as previously disclosed, L3 received consents in the Consent Solicitations sufficient to approve amendments to the respective indentures governing the Existing L3 Notes. As a result, L3 and the trustee for the Existing L3 Notes have entered into a supplemental indenture implementing those amendments to the indentures governing the Existing L3 Notes.

The New L3Harris Notes will be issued only to eligible holders of Existing L3 Notes who are either (a) "Qualified Institutional Buyers" as that term is defined in Rule 144A under the Securities Act of 1933 (the "Securities Act"), or (b) persons that are outside the "United States" and that (i) are not "US persons," as those terms are defined in Rule 902 under the Securities Act, (ii) are not "EEA Retail Investors" (as defined in the Offering Memorandum and Consent Solicitation Statement) and (iii) are not located in Canada.

The New L3Harris Notes have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the New L3Harris Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers' mission-critical needs. The company provides advanced defense and commercial technologies across air, land, sea, space and cyber domains. L3Harris has approximately USD 17 billion in annual revenue and 50,000 employees, with customers in 130 countries.

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Publication:M2 EquityBites (EQB)
Date:Jul 9, 2019
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